Placing & General Meeting

RNS Number : 7909S

Transense Technologies PLC

13 March 2019

 

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF TRANSENSE TECHNOLOGIES PLC IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

Transense Technologies plc

("Transense", the "Company" or the "Group")

Placing to raise up to £2.555m and

General Meeting

Transense Technologies plc, the provider of sensor systems for the industrial, mining and transportation markets, is pleased to announce that it has raised gross proceeds of up to £2.555 million through a placing of up to 4,258,334 new ordinary shares of 10 pence each in the capital of the Company ("Ordinary Shares") at a price of 60 pence per Ordinary Share (the "Issue Price") (the "Placing").

Summary of the Placing:

·      Placing to raise gross proceeds of up to £2.555 million at a price of 60 pence per new Ordinary Share;

·     The proceeds of the Placing will provide working capital to grow and develop Transense's iTrack trade, including the funding of further research and development, which will drive the future growth in iTrack sales;

·      The Placing will comprise the placing of separate tranches of new Ordinary Shares;

o  The first tranche of shares ("First Tranche Shares") to be admitted to trading on the AIM market of the London Stock Exchange plc ("AIM") on 19 March 2019;

o  The second tranche of shares ("Second Tranche Shares") to be admitted to trading on AIM shortly following receipt by the Company of HMRC EIS advance assurance (the "HMRC EIS Advance Assurance");

o  The third tranche of shares ("Third Tranche Shares") to be admitted to trading on AIM conditional on the passing of resolutions (the "Resolutions") to be put to shareholders at the general meeting to be held by the Company (further details on which can be found in this announcement);

o  The fourth tranche of shares ("Fourth Tranche Shares") to be admitted to trading on AIM following receipt of HMRC EIS Advance Assurance and also conditional on the passing of the Resolutions; and

o  The fifth tranche of shares ("Fifth Tranche Shares") to be admitted to trading on AIM following receipt of HMRC EIS Advance Assurance, conditional on the passing of the Resolutions and assuming these conditions are satisfied, to be admitted to trading on AIM no earlier than 8 April 2019;

The First, Second, Third, Fourth and Fifth Tranche Shares being together the "Placing Shares".

·      General meeting of the Company to be held at the offices of finnCap Limited at 60 New Broad Street, London EC2M 1JJ at 2.00 p.m. on 1 April 2019 (the "General Meeting").

 

Graham Storey, CEO of Transense, commented "We are pleased by support shown by existing and new institutional and other shareholders in this Placing, highlighting significant investor confidence in our technology. The size of the placing has been materially increased to meet investor demand, significantly strengthening our balance sheet which will be beneficial during future ongoing evaluations by potential industry partners and customers."

Details of the Placing

finnCap Ltd ("finnCap") acted as nominated adviser, broker and sole bookrunner in connection with the Placing. No part of the Placing is underwritten.

The Placing of the First Tranche Shares is conditional upon admission of the First Tranche Shares to trading on AIM becoming effective ("First Admission") and the placing agreement between the Company and finnCap (the "Placing Agreement") not being terminated in accordance with its terms.

The Placing of the Second Tranche Shares is conditional upon First Admission, the HMRC EIS Advance Assurance, the admission of the Second Tranche Shares to trading on AIM becoming effective by no later than 5 April 2019 ("Second Admission") and the Placing Agreement not being terminated in accordance with its terms; of the £1.1m of gross placing proceeds to be raised by the Placing of the Second Tranche Shares, £200,000 is conditional on HMRC EIS Advanced Assurance by no later than close of business on 29 March 2019.

The Placing of the Third Tranche Shares is conditional upon First Admission, the passing of the Resolutions, admission of the Third Tranche Shares to trading on AIM becoming effective ("Third Admission") and the Placing Agreement not being terminated in accordance with its terms.

The Placing of the Fourth Tranche Shares is conditional upon First Admission, the HMRC EIS Advance Assurance, the passing of the Resolutions, Third Admission, admission of the Fourth Tranche Shares to trading on AIM becoming effective ("Fourth Admission") and the Placing Agreement not being terminated in accordance with its terms.

The Placing of the Fifth Tranche Shares is conditional upon First Admission, the HMRC EIS Advance Assurance, the passing of the Resolutions, Third Admission, Fourth Admission, admission of the Fifth Tranche Shares to trading on AIM becoming effective by no earlier than 8 April 2019 ("Fifth Admission") and the Placing Agreement not being terminated in accordance with its terms.

The Placing Shares, when issued, will represent approximately 35 per cent. of the Company's issued share capital prior to the proposed Placing. The Placing Price of 60 pence per new Ordinary Share represents a discount of approximately 9 per cent. to the closing mid-market price of 66 pence per Ordinary Share on 12 March 2019, being the last trading day immediately preceding the date of this Announcement.

The new Ordinary Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of their admission to trading on AIM.

Related Party Transactions:

Substantial Shareholders

Walker Crips Stockbrokers Limited ("Walker Crips") and CriSeren Investments Limited ("CriSeren") have agreed to subscribe for an aggregate of 840,050 Placing Shares and 266,666 Placing Shares, respectively pursuant to the Placing. Walker Crips and CriSeren are related parties of the Company for the purposes of the AIM Rules by virtue of their status as substantial shareholders holding 10% or more of the existing Ordinary Shares.

The Directors consider, having consulted with the Company's nominated adviser, finnCap, that the terms upon which Walker Crips and CriSeren are participating in the Placing are fair and reasonable insofar as the Company's shareholders are concerned.

General Meeting and Shareholder Approval

For the Third, Fourth and Fifth Tranche Shares to be admitted to trading on AIM, Shareholder approval is required:

(a)  by way of an ordinary resolution to give the Directors authority to allot the Third, Fourth and Fifth Tranche Shares; and

(b)  by way of a special resolution to dis-apply statutory pre-emption rights in respect thereof.

In order to obtain the necessary shareholder approval, a General Meeting of the Company is to be held at which the Resolutions will be proposed. A circular containing a notice of General Meeting will be sent to shareholders shortly and will be available from the Company's website at www.transense.co.uk 

Admissions and Total Voting Rights

Application has been made to the London Stock Exchange for First Admission. Application will be made for the subsequent Admissions shortly.

Tranche	Number of Shares	Value at Placing Price	Expected Admission Date (all at 8.00 a.m.)	Voting Rights*
Tranche 1	537,622	£0.32m	19 March 2019	12,586,570
Tranche 2	1,847,331	£1.11m	Following receipt of the HMRC EIS Advance Assurance	14,433,901
Tranche 3	950,049	£0.57m	2 April 2019	15,383,950
Tranche 4	656,666	£0.39m	Following receipt of the HMRC EIS Advance Assurance and passing of the Resolutions**	16,040,616
Tranche 5	266,666	£0.16m	Following receipt of the HMRC EIS Advance Assurance and passing of the Resolutions and expected no earlier than 8 April 2019	16,307,282

* Assumes admission of preceding tranches. The Company has in issue 12,048,948 Ordinary Shares and in addition has 9,548,948 deferred shares of 40 pence each which do not carry voting rights.

** Assumes HMRC EIS Advance Assurance is received prior to the General Meeting and the Resolutions are passed at the General Meeting.

For further information please visit www.transense.co.uk or contact:

Transense Technologies plc Graham Storey, Chief Executive	Tel: [phone]
finnCap Ed Frisby, Giles Rolls, Kate Bannatyne (Corporate Finance) Tim Redfern, Manasa Patil (ECM)	Tel: [phone]
IFC Advisory Tim Metcalfe, Graham Herring, Heather Armstrong	Tel: [phone]

About iTrack II

The iTrack II Mining system provides real-time data on the condition of the tyres, combined with live tracking of vehicle location and status. Our 24/7 Control Room monitors the pressures and temperatures live, and this information can, for example, be used to ensure tyres do not exceed critical heat thresholds, to detect incorrect load distributions, predict suspension failures and eliminate manual tyre pressure checks. The Directors believe that these benefits maximise the hours a truck is working (Truck Uptime) and improve productivity by minimising maintenance requirements and using data to identify underperforming trucks.

www.trans-logik.com/itrack-2/ 

About Transense Technologies

Based in Oxfordshire, UK, Transense has developed patent-protected sensor systems and supporting technology for use in a variety of diverse high growth markets. The Directors believe that Transense's Surface Acoustic Wave (SAW), wireless, battery-less, sensor systems offer advantages over legacy wireless sensor systems. Transense is targeting the transport and mining industries, and the global torque, temperature and pressure sensing markets, via its trading divisions, Translogik and SAWSense.

Transense's shares are admitted to trading on AIM (AIM: TRT).

www.transense.co.uk

The information communicated in this announcement is inside information for the purposes of Article 7 of Regulation 596/2014.

IMPORTANT NOTICES

This announcement should be read in its entirety. In particular, you should read and understand the information provided in this "Important Notices" section of this announcement.

This announcement does not constitute a prospectus for the purposes of the Prospectus Rules of the FCA, nor does it comprise an admission document prepared in accordance with the AIM Rules. Accordingly, this announcement has not been approved by or filed with the FCA.

finnCap, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser, broker and sole bookrunner to the Company for the purposes of the AIM Rules exclusively for the Company and no one else and will not be responsible to any other person for providing protections afforded to their customers nor for providing advice in relation to the contents of this announcement. No representation, warranty, express or implied, is made by finnCap for the accuracy of any information or opinions contained in this announcement or the omission of any material information, nor has finnCap authorised the contents of this announcement for any purpose and no liability whatsoever is accepted by finnCap. finnCap expressly disclaims all and any responsibility or liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement.

Forward-Looking Statements

This announcement contains forward-looking statements. These statements relate to the Group's future prospects, developments and business strategies. Forward-looking statements are identified by their use of terms and phrases such as "potential", "estimate", "expect", "may", "will" or the negative of such terms and phrases, variations or comparable expressions, including references to assumptions. The forward-looking statements in this announcement are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. These forward-looking statements speak only as at the date of this announcement. No statement in this announcement is intended to constitute a profit forecast or profit estimate for any period. Neither the Directors nor the Company undertake any obligation to update forward-looking statements other than as required by the AIM Rules or by the rules of any other securities regulatory authority, whether as a result of new information, future events or otherwise.

 

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